Spectrum Brands Code of Business Conduct and Ethics

  1. PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

  2. About the Code of Business Conduct and Ethics

    We at Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc. (together,“Spectrum Brands” or the “Company”) are committed to the highest standards of business conduct in our relationships with each other and with our customers, suppliers, shareholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business ethics. The Spectrum Brands Code of Business Conduct and Ethics (the “Code”) helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business.

    Our business depends on the reputation of the Company and its employees’ integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.

    The Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.

    Meeting Our Shared Obligations

    Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages . If you have questions, ask them; if you have ethical concerns, please raise them. Our General Counsel, Vice President of Human Resources and the other resources mentioned in this Code are available to answer your questions, provide guidance and for you to report suspected misconduct. Our conduct should reflect Spectrum Brands’ values, demonstrate ethical leadership, and promote a work environment that upholds Spectrum Brands’ reputation for integrity, ethical conduct and trust.

    Spectrum Brands also has a 24-hour helpline, 1-866-384-4277, which you can use to report violations of Spectrum Brands’ policies or to seek guidance on those policies. You may report suspected violations to, or ask questions of, the helpline anonymously; however, providing your name may expedite the time it takes Spectrum Brands to respond to your call, and it also allows Spectrum Brands to contact you if necessary during any investigation. Either way, you should treat the information that you provide as confidential.

  3. RESPONSIBILITY TO OUR ORGANIZATION
  4. Spectrum Brands employees are expected to dedicate their best efforts to our business and to avoid any conflicts with the interests of Spectrum Brands.

    Conflicts of Interest

    In order to maintain the highest degree of integrity in the conduct of Spectrum Brands’ business and to maintain your independent judgment, you must avoid any activity or personal interest that creates or appears to create a conflict between your interests and the interests of Spectrum Brands. A conflict of interest occurs when your private interests interfere in any way, or appear to interfere, with the interests of Spectrum Brands as a whole. A conflict situation can arise when you take actions or have interests that make it difficult for you to perform your work for the Company objectively and effectively. You should never act in a manner that could cause you to lose your independence and objectivity or that could adversely affect the confidence of our customers, suppliers or fellow employees in the integrity of Spectrum Brands or its procedures. Although we cannot list every conceivable conflict, the following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided:

    Improper Personal Benefits from Spectrum Brands

    Conflicts of interest arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position at Spectrum Brands. You may not accept any benefits from Spectrum Brands that have not been duly authorized and approved pursuant to Spectrum Brands’ policy and procedure, including any Spectrum Brands’ loans or guarantees of your personal obligations.

    Financial Interests in Other Businesses

    Spectrum Brands’ employees and their immediate families may not have an ownership interest in any other enterprise if that interest compromises or appears to compromise the employee’s loyalty to Spectrum Brands. For example, you may not own an interest in a company that competes with Spectrum Brands or any of its subsidiaries or an interest in a company that does business with Spectrum Brands or any of its subsidiaries (such as a customer or supplier) without the prior written approval of the Chief Executive Officer. The Chief Executive Officer, and Chief Financial Officer, and business segment Chief Financial Officers and head of Corporate Accounting (together, the “Senior Financial Officers”) and members of the Board of Directors (the “Board”) must obtain the written approval of the Audit Committee of the Board of Directors (the “Audit Committee”) before making any such investment. However, it is not typically considered a conflict of interest (and therefore, prior approval is not required) to have an ownership interest of less than 1% of the stock of any competitor, customer or supplier listed on a national or international securities exchange.

    Business Arrangements with the Company

    Without prior written approval from the Chief Executive Officer, you may not participate in a joint venture, partnership or other business arrangement with Spectrum Brands or any of its subsidiaries. The Chief Executive Officer and Senior Financial Officers and members of the Board must obtain the prior written approval of the Audit Committee before participating in such an arrangement.

    Outside Employment or Activities With a Competitor

    Simultaneous employment with or serving as a director of a competitor of Spectrum Brands or any of its subsidiaries is strictly prohibited, as is any activity that is intended to, or that you should reasonably expect to, advance a competitor’s interests. You may not market products or services in competition with Spectrum Brands’ or any of its subsidiaries’ current or potential business activities. It is your responsibility to consult with the General Counsel to determine whether a planned activity will compete with any of Spectrum Brands’ or its subsidiaries’ business activities before you pursue the activity in question.

    Outside Employment With a Customer or Supplier

    Without prior written approval from the Chief Executive Officer, you may not be a customer or be employed by, serve as a director of or represent a customer of Spectrum Brands or any of its subsidiaries. Similarly, without prior written approval from the Chief Executive Officer, you may not be a supplier or be employed by, serve as a director of or represent a supplier of Spectrum Brands or any of its subsidiaries. The Chief Executive Officer, Chief Financial Officers and members of the Board must obtain the prior written approval of the Audit Committee before participating in such an arrangement. You may also not accept money or benefits of any kind as compensation or payment for any advice or services that you may provide to a client, supplier or anyone else in connection with its business with Spectrum Brands or any of its subsidiaries.

    Family Members Working In The Industry

    You may find yourself in a situation where your spouse or significant other, your children, parents, in-laws, or someone else with whom you have a familial relationship is, or is employed by, a competitor, supplier or customer of Spectrum Brands or any of its subsidiaries. Such situations are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest.

    There are several factors to consider in assessing such a situation. Among them are the relationship between Spectrum Brands (or its Subsidiary) and the other company, the nature of your responsibilities as a Spectrum Brands employee and those of the other person and the access each of you has to your respective employer’s confidential information. Such a situation, however harmless it may appear to you, could arouse suspicions among your associates that might affect your working relationships . The very appearance of a conflict of interest can create problems regardless of the propriety of your behavior.

    To remove any such doubts or suspicions, you should disclose your specific situation to the General Counsel in order to assess the nature and extent of any concern and how it can be resolved. In some instances, any risk to Spectrum Brands’ interests is sufficiently remote that the General Counsel may only remind you to guard against inadvertently disclosing Spectrum Brands’ or its subsidiaries’ confidential information and not to be involved in decisions on behalf of Spectrum Brands or its subsidiaries that involves the other company.

    Corporate Opportunities

    As employees, officers and directors of Spectrum Brands, we owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. You may not take for yourself personally opportunities within the scope of the Spectrum Brands business that are discovered through the use of corporate property, information or position or use corporate property, information or position for personal gain. Nor may you compete with the Company or any of its subsidiaries.

    Entertainment, Gifts and Gratuities

    When you are involved in making business decisions on behalf of Spectrum Brands, your decisions must be based on uncompromised objectivity of judgment. Employees interacting with any person who has business dealings with Spectrum Brands or any of its subsidiaries (including suppliers, customers, competitors, contractors and consultants) must conduct such activities in the best interest of Spectrum Brands, using consistent and unbiased standards. Spectrum Brands employees must not accept any gifts, entertainment or gratuities that might impair or influence sourcing, purchasing and other decisions, or be in a position to derive any direct or indirect benefit or interest from a party having business dealings with Spectrum Brands or any of its subsidiaries.

    Receipt of Gifts and Entertainment

    You must not accept any gifts, entertainment or gratuities that could influence or have the appearance of influencing your business decisions on behalf of Spectrum Brands, or be in a position to derive any direct or indirect benefit or interest from a party having business dealings with Spectrum Brands or any of its subsidiaries. You must never request or ask for gifts, entertainment or any other business courtesies from people doing business with Spectrum Brands or any of its subsidiaries. Unsolicited gifts and business courtesies, including meals and entertainment, are permissible if they are customary and commonly accepted business courtesies, not excessive in value and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift. Gifts that are extravagant in value or unusual in nature should not be accepted without the prior written approval of a member of the executive committee of Spectrum Brands (the “Executive Committee”).

    Gifts of cash or cash equivalents in any amount are prohibited and must be returned promptly to the donor.

    Offering Gifts and Entertainment

    When you are providing a gift, entertainment or other accommodation in connection with Spectrum Brands business, you must do so in a manner that is in good taste and without excessive expense. You may not furnish or offer to furnish any gift that goes beyond the common courtesies associated with accepted business practices. Our suppliers and customers likely have gift and entertainment policies of their own. You must be careful never to provide a gift or entertainment that violates the other company’s gift and entertainment policy.

    What is acceptable in the commercial business environment may be entirely unacceptable in dealings with the government. There are strict laws that govern providing gifts, including meals, entertainment, transportation and lodging, to government officials and employees. You are prohibited from providing gifts or anything of value to government officials or employees or members of their families in connection with Spectrum Brands business without prior written approval from the General Counsel. For more information, see the section of this Code entitled “Interacting with Government.”

    Giving gifts of cash or cash equivalents in any amount are prohibited. Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely prohibited.

    If you encounter an actual or potential conflict of interest, face a situation where declining the acceptance of a gift may jeopardize a Spectrum Brands relationship, are requested to pay a bribe or provide a kickback, or encounter a suspected violation of this policy, you must report the situation to the General Counsel immediately.

    Protection and Proper Use of Spectrum Brands Assets

    We each have a duty to protect Spectrum Brands’ assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. We should take measures to prevent damage to and theft or misuse of Spectrum Brands property. When you leave Spectrum Brands, all Spectrum Brands property must be returned to the Company. Except as specifically authorized by Spectrum Brands, Spectrum Brands assets must be used for legitimate business purposes only.

    Spectrum Brands Books and Records

    You must complete all Spectrum Brands documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. You must record Spectrum Brands financial activities in compliance with all applicable laws, accounting practices and accounting policy manuals. The making of false or misleading entries, records or documentation is strictly prohibited. You must never create a false or misleading report or make a payment or establish an account on behalf of Spectrum Brands with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

    Record Retention

    In the course of its business, Spectrum Brands produces and receives large numbers of documents. Numerous laws require the retention of certain Spectrum Brands documents for various periods of time. Spectrum Brands is committed to compliance with all applicable laws and regulations relating to the preservation of records. Spectrum Brands’ policy is to identify, maintain, safeguard and retain or destroy all records in Spectrum Brands’ possession on a systematic and regular basis.

    If you learn of a subpoena or a pending, imminent or contemplated litigation or government investigation, you should immediately contact the General Counsel. You must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by the Legal Department as to how to proceed. You must not destroy any such records in your possession or control. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice Spectrum Brands. Any questions regarding whether a particular record pertains to a pending, imminent or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records should be directed to the Legal Department.

    Confidential Information

    All employees may learn, to a greater or lesser degree, facts about Spectrum Brands’ business, plans, operations or “secrets of success” that are not known to the general public or to competitors. Sensitive information such as customer data, the terms offered or prices paid to suppliers or charged to particular customers, marketing or strategic plans, product specifications and production techniques are examples of Spectrum Brands’ confidential information or trade secrets. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to Spectrum Brands or its subsidiaries or their customers, if disclosed. During the course of performing your responsibilities, you may obtain information concerning possible transactions with other companies or receive confidential information concerning other companies, such as our customers, which Spectrum Brands may be under an obligation to maintain as confidential.

    You must maintain the confidentiality of information entrusted to you by Spectrum Brands or its customers, except when disclosure is authorized or legally mandated. Employees who possess or have access to confidential information or trade secrets must:

    • not use the information for his or her own benefit or the benefit of persons inside or outside of Spectrum Brands;

    • carefully guard against disclosure of that information to people outside of Spectrum Brands; and
    • not disclose confidential information to another Spectrum Brands employee unless the employee needs the information to carry out business responsibilities.

    Confidentiality agreements are commonly used when Spectrum Brands needs to disclose confidential information to suppliers, consultants, joint venture participants or others. A Confidentiality agreement puts the person receiving confidential information on notice that he or she must maintain the secrecy of such information. If, in doing business with persons not employed by Spectrum Brands, you foresee that you may need to disclose confidential information, you should call the Legal Department and discuss the utility of entering into a Confidentiality agreement.

    Your obligation to treat information as confidential does not end when you leave Spectrum Brands. Upon the termination of your employment, you must return everything that belongs to Spectrum Brands including all documents and other materials containing Spectrum Brands and customer or supplier confidential information. You must not disclose confidential information to a new employer or to others after ceasing to be a Spectrum Brands employee.

    You may not disclose your previous employer’s confidential information to Spectrum Brands. Of course, you may use general skills and knowledge acquired during your previous employment.

  5. TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY

  6. Trademarks

    Our logos and the names “Spectrum Brands,” “VARTA” and “Russell Hobbs” are examples of trademarks owned by Spectrum Brands or its subsidiaries. You must always properly use our trademarks and advise your supervisor or the Legal Department of infringements by others. Similarly, the trademarks of third parties must be used properly.

    Copyright Compliance

    Works of authorship such as books, articles, drawings, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of Spectrum Brands’ policies to make unauthorized copies of or derivative works based upon copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.

    Spectrum Brands licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. You may not make, acquire or use unauthorized copies of computer software. Any questions concerning copyright laws should be directed to the Legal Department.

    Intellectual Property Rights of Others

    It is Spectrum Brands’ policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another company, including any such uses on Spectrum Brands’ websites, you must do so properly and in accordance with applicable law.

    Computer and Communication Resources

    Spectrum Brands’ computer and communication resources, including computers, voicemail and e-mail, provide substantial benefits, but they also present significant security and liability risks to you and Spectrum Brands. It is extremely important that you take all necessary measures to secure your computer and any computer or voicemail passwords. All sensitive, confidential or restricted electronic information must be password protected, and, if sent across the Internet, must be protected by Company-approved encryption software. If you have any reason to believe that your password or the security of a Company computer or communication resource has in any manner been compromised, you must change your password immediately and report the incident to the Information Services Department.

    When you are using Spectrum Brands resources to send e-mail, voicemail or to access Internet services, you are acting as a representative of Spectrum Brands. Any improper use of these resources may reflect poorly on the Company, damage its reputation, and expose you and Spectrum Brands to legal liability.

    All of the computing resources used to provide computing and network connections throughout the organization are the property of Spectrum Brands and are intended for use by Spectrum Brands employees in order to conduct Spectrum Brands’ business. All e-mail, voicemail and personal files stored on Spectrum Brands computers are Spectrum Brands property. You should therefore have no expectation of personal privacy in connection with these resources.

    You should not use Spectrum Brands resources in a way that may be unlawful or disruptive or offensive to others. At all times when sending e-mail or transmitting any other message or file, you should not transmit comments, language, images or other files that you would be embarrassed to have read by any person. Remember that your “private” e-mail messages are easily forwarded to a wide audience. In addition, do not use these resources in a wasteful manner. Unnecessarily transmitting messages and other files wastes not only computer resources, but also the time and effort of each employee having to sort and read through his or her own e-mail.

    Use of computer and communication resources must be consistent with all other Spectrum Brands policies, including those relating to harassment, privacy, copyright, trademark, trade secret and other intellectual property considerations.

    Insider Trading

    All directors, officers and employees of the Company should at all times comply with the Securities Trading Policy of the Company.

    Responding to Inquiries from the Press and Others

    Spectrum Brands employees who are not official Company spokespersons should not speak with the press, securities analysts, other members of the financial community, or groups or organizations as a Spectrum Brands representative unless specifically authorized to do so by the Corporate Communications Department, a member of the Executive Committee or the General Counsel. Requests for financial or other information about the Company from the media, the press, the financial community, shareholders or the public should be referred to the Corporate Communications Department. Requests for information from regulators or the government should be referred to the Legal Department.

  7. FAIR DEALING
  8. Spectrum Brands depends on its reputation for quality, service and integrity. The way we deal with our customers, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. You should endeavor to deal fairly with Spectrum Brands’ customers, suppliers, competitors and employees. We should not take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

    Antitrust and Competition Laws

    While Spectrum Brands competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with applicable antitrust and competition laws. While it is impossible to describe antitrust and competition laws fully in any code of business conduct, this Code will give you an overview of the types of conduct that are particularly likely to raise antitrust concerns. If you become aware of activities similar to those identified in the Code, you should consult the Legal Department for further guidance.

    Conspiracies and Collaborations Among Competitors

    One of the primary goals of the antitrust laws is to promote and preserve each competitor’s independence when making decisions on price, output, and other competitively sensitive factors. Some of the most serious antitrust offenses are agreements between competitors that limit independent judgment and restrain trade, such as agreements to fix prices, restrict output or control the quality of products, or to divide a market for customers, territories, products or purchases. You should not agree with any competitor on any of these topics, as these agreements are virtually always unlawful.

    Unlawful agreements need not take the form of a written contract or even express commitments or mutual assurances. Courts can -- and do -- infer agreements based on “loose talk,” informal discussions or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor’s representative, no matter how innocuous it may seem at the time, may later be subject to legal scrutiny, and possibly form the basis for accusations of improper or illegal conduct. You should take care to avoid involving yourself in situations from which an unlawful agreement could be inferred.

    Distribution Issues

    Relationships with customers and suppliers can also be subject to a number of antitrust prohibitions if these relationships harm competition. While a company generally is allowed to decide independently that it does not wish to buy from or sell to a particular person, when such a decision is reached jointly with others, it may be unlawful, regardless of whether it seems commercially reasonable.

    Other activities that may raise antitrust concerns are:

    • discriminating in terms and services offered to customers where a company treats one customer or group of customers differently than another;
    • tying arrangements where a customer or supplier is required, as a condition of purchasing one product, to also purchase a second, distinct product; and
    • “predatory pricing,” where a company offers a discount that results in the sales price of a product being below the product’s cost (the definition of cost varies depending on the court), with the intention of sustaining that price long enough to drive competitors out of the market.

    Because these activities are prohibited under many circumstances, you should consult the Legal Department before implementing any of them.

    Penalties

    Failure to comply with the antitrust laws could result in jail terms for individuals and/or large criminal fines and other monetary penalties for both Spectrum Brands and individuals. In addition, private parties may bring civil suits to recover three times their actual damages, plus attorney’s fees and court costs.

    The antitrust laws are extremely complex. Because antitrust lawsuits can be very costly, even when a company has not violated the antitrust laws and is cleared in the end, it is important to consult with the Legal Department before engaging in any conduct that even appears to create the basis for an allegation of wrongdoing. It is far easier to structure your conduct to avoid erroneous impressions than to have to explain your conduct in the future when an antitrust investigation or action is in progress. For that reason, when in doubt, consult the Legal Department with your concerns.

    Gathering Information About Spectrum Brands’ Competitors

    It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, you should abide by the following guidelines:

    • we must never attempt to acquire a competitor’s trade secrets or other proprietary information through unlawful means, such as theft, spying, or bribery;

    • if there is any indication that information was not lawfully received by the party in possession, you should refuse to accept it. If you receive any competitive information anonymously or that is marked confidential, you should not review it and should contact the Legal Department immediately; and

    • the improper gathering or use of competitive information could subject you and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, you should contact the Legal Department.

  9. RESPONSIBILITY TO OUR PEOPLE

  10. Respecting One Another

    The way we treat each other and our work environment affects the way we do our jobs. All employees want and deserve a work place where they are respected and appreciated. Everyone who works for Spectrum Brands must contribute to the creation and maintenance of such an environment, and supervisors and managers have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust.

    Employee Privacy

    We respect the privacy and dignity of all individuals. Spectrum Brands collects and maintains personal information that relates to your employment, including medical and benefit information. Special care is taken to limit access to personal information to Spectrum Brands personnel who have a need to know such information for a legitimate purpose. Employees who are responsible for maintaining personal information, and those who are provided access to such information, must not disclose private information in violation of applicable law or in violation of Spectrum Brands’ policies.

    Employees should not search for or retrieve items from another employee’s workspace without prior approval of that employee or management. Similarly, you should not use communication or information systems to obtain access to information directed to or created by others without the prior approval of management, unless such access is part of your job function and responsibilities at Spectrum Brands.

    Personal items, messages, or information that you consider to be private should not be placed or kept in telephone systems, computer or electronic mail systems, office systems, offices, work spaces, desks, credenzas or file cabinets. Spectrum Brands reserves all rights to inspect such systems and areas and to retrieve information or property from them when deemed appropriate in the judgment of management.

    Equal Employment Opportunity and Nondiscrimination

    Spectrum Brands is an equal opportunity employer in hiring and promoting practices, benefits and wages. We will not tolerate discrimination against any person on the basis of race, religion, color, gender, age, marital status, national origin, sexual orientation, citizenship, Vietnam-era or disabled veteran status or disability (where the applicant or employee is qualified to perform the essential functions of the job with or without reasonable accommodation), or any other basis prohibited by law in recruiting, hiring, placement, promotion, or any other condition of employment.

    You must treat all Spectrum Brands people, customers, suppliers and others with respect and dignity.

    Sexual and Other Forms of Harassment

    Company policy strictly prohibits any form of harassment in the workplace, including sexual harassment. Spectrum Brands will take prompt and appropriate action to prevent and, where necessary, discipline behavior that violates this policy.

    Sexual harassment consists of unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when:

    • submission to such conduct is made a term or condition of employment;
    • submission to or rejection of such conduct is used as a basis for employment decisions; or
    • such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, offensive or hostile work environment.

    Forms of sexual harassment can include, but are not limited to, the following:

    • verbal harassment, such as unwelcome comments, jokes, or slurs of a sexual nature;
    • physical harassment, such as unnecessary or offensive touching, or impeding or blocking movement; and
    • visual harassment, such as derogatory or offensive posters, cards, cartoons, graffiti, drawings or gestures.

    Other Forms of Harassment

    Harassment on the basis of other characteristics is also strictly prohibited. Under this policy, harassment is verbal or physical conduct that degrades or shows hostility or hatred toward an individual because of his or her race, color, national origin, citizenship, religion, sexual orientation, marital status, age, mental or physical handicap or disability, veteran status or any other characteristic protected by law, which:

    • has the purpose or effect of creating an intimidating, hostile, or offensive work environment;
    • has the purpose or effect of unreasonably interfering with an individual’s work performance; or
    • otherwise adversely affects an individual’s employment.

    Harassing conduct includes, but is not limited to, the following: epithets, slurs, negative stereotyping, threatening, intimidating or hostile acts and written or graphic material that ridicules or shows hostility or aversion to an individual or group and that is posted on Company premises or circulated in the workplace.

    Reporting Responsibilities and Procedures

    If you believe that you have been subjected to harassment of any kind, you should promptly report the incident to your supervisor, the harasser’s supervisor, or the Vice President of Human Resources. If you feel comfortable doing so, you may also wish to confront the offender and state that the conduct is unacceptable and must stop. Complaints of harassment, abuse or discrimination will be investigated promptly and thoroughly and will be kept confidential to the extent possible. Spectrum Brands will not in any way retaliate against any employee for making a good faith complaint or report of harassment or participating in the investigation of such a complaint or report.

    Spectrum Brands encourages the prompt reporting of all incidents of harassment, regardless of who the offender may be, or the offender’s relationship to Spectrum Brands. This procedure should also be followed if you believe that a non-employee with whom you are required or expected to work has engaged in prohibited conduct. Supervisors must promptly report all complaints of harassment to the Vice President of Human Resources.

    Any employee who is found to be responsible for harassment, or for retaliating against any individual for reporting a claim of harassment or cooperating in an investigation, will be subject to disciplinary action, up to and including discharge.

    Remember that, regardless of legal definitions, Spectrum Brands expects employees to interact with each other in a professional and respectful manner.

    Safety in the Workplace

    The safety and security of employees is of primary importance. You are responsible for maintaining our facilities free from recognized hazards and obeying all Spectrum Brands safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices.

    Weapons and Workplace Violence

    No employee may bring firearms, explosives, incendiary devices or any other weapons into the workplace or any work-related setting, regardless of whether or not employees are licensed to carry such weapons. Similarly, Spectrum Brands will not tolerate threats or any level of violence in the workplace or in any work-related setting. Violations of this policy must be referred to your Supervisor, Department Manager or a Human Resources Representative immediately. Threats or assaults that require immediate attention should be reported to Security or the police at 911.

    Drugs and Alcohol

    Spectrum Brands intends to maintain a drug-free work environment. Except at approved Spectrum Brands functions, you may not use, possess or be under the influence of alcohol on Spectrum Brands premises.

    You cannot use, sell, attempt to use or sell, purchase, possess or be under the influence of any illegal drug on Spectrum Brands premises, or while performing Spectrum Brands business on or off the premises.

  11. INTERACTING WITH GOVERNMENT
  12. Prohibition on Gifts to Government Officials and Employees

    The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, that may be provided to government officials and government employees. You are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the General Counsel.

    Political Contributions and Activities

    Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the General Counsel.

    Your work time may be considered the equivalent of a contribution by Spectrum Brands. Therefore, you will not be paid by Spectrum Brands for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. Nor will Spectrum Brands compensate or reimburse you, in any form, for a political contribution that you intend to make or have made.

    Lobbying Activities

    Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.

    So that the Company may comply with lobbying laws, you must notify the Legal Department before engaging in any activity on behalf of Spectrum Brands that might be considered “lobbying” as described above.

    Bribery of Foreign Officials

    Spectrum Brands policy, the U.S. Foreign Corrupt Practices Act (the “FCPA”), and the laws of many other countries prohibit Spectrum Brands and its officers, employees and agents from giving, or offering to give, money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.

    Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give “anything of value.” Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. Employees may not avoid liability by “turning a blind eye” when circumstances indicate a potential violation of the FCPA.

    The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits “facilitating” payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what is a permissible “facilitating” payment involves difficult legal judgments. Therefore, employees must obtain permission from the Legal Department before making any payment or gift thought to be exempt from the FCPA.

  13. IMPLEMENTATION OF THE CODE
  14. Responsibilities

    While each of us is individually responsible for putting the Code to work, we need not go it alone. In doing so, Spectrum Brands has a number of resources, people and processes in place to answer our questions and guide us through difficult decisions.

    Copies of this Code are available on the Spectrum Brands Intranet.

    Seeking Guidance

    This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code, or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor, the Vice President of Human Resources, the General Counsel or the other resources identified in this Code.

    Reporting Violations

    If you know of or suspect a violation of applicable laws or regulations, the Code, or the Company’s related policies, you may report that information to your supervisor, the General Counsel or the helpline discussed below. No one will be subject to retaliation because of a good faith report of suspected misconduct.

    The Helpline

    As previously mentioned, Spectrum Brands has a 24-hour helpline, 1-866-384-4277, which you can use to report violations of Spectrum Brands’ policies or to seek guidance on those policies. You may report suspected violations to or ask questions of the helpline anonymously; however, providing your name may expedite the time it takes Spectrum Brands to respond to your call, and it also allows Spectrum Brands to contact you if necessary during any investigation. Either way, you should treat the information that you provide as confidential.

    Investigations of Suspected Violations

    All reported violations will be promptly investigated and treated confidentially to the extent possible. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company.

    Discipline for Violations

    Spectrum Brands intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Spectrum Brands personnel who violate this Code and other Spectrum Brands policies and procedures may be subject to disciplinary actions, up to and including discharge.

    Waivers of the Code

    The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver, and then only in conjunction with any appropriate monitoring of the particular situation. Waivers of the Code for directors and executive officers may be made only by the Board as a whole or the Audit Committee and must be promptly disclosed as required by law or regulation.

    No Rights Created

    This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of Spectrum Brands’ business. It is not intended to and does not create any rights in any employee, client, supplier, competitor, shareholder or any other person or entity.

    Remember

    Ultimate responsibility to assure that we as a company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. You must become familiar with and conduct yourself strictly in compliance with those laws, regulations and standards and Spectrum Brands’ policies and guidelines pertaining to them. If you have questions, ask them; if you have ethical concerns, please raise them; if you feel uncomfortable, seek advice.


ACKNOWLEDGMENT FORM

I have received and read the Spectrum Brands Code of Business Conduct and Ethics, and I understand its contents. I agree to comply fully with the standards, policies and procedures contained in the Code and the related policies and procedures of Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc. I understand that I have an obligation to report any suspected violations of the Code that I am aware of. I acknowledge that the Code is a statement of policies for business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.

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Printed Name

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Signature

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